LOAN GUARANTY AGREEMENT

LOAN GUARANTY AGREEMENT

FOR VALUABLE CONSIDERATION, and to induce Louise H. Rogers , a resident of the State of Texas (“Rogers”), to enter into the Amended and Restated Promissory Note dated July 7, 2009, in the principal amount of Six Million and No /100 Dollars ($6,000,000.00) in favor of Nevada Gold & Casinos, Inc., a Nevada corporation (“NGC”), Gold Mountain Development , L.L.C., a Colorado limited liability company (“GMD”), CGC Holdings , L.L.C., a Nevada limited liability company (“CGC”), Colorado Grande Enterprises, Inc. , a Colorado corporation (“CGE”), NG Washington , L.L.C., a Washington state limited liability company (“NGW”), and Nevada Gold BVR, L.L.C., a Nevada limited liability company (“NGBVR”), and Rogers all enter into this Loan Guaranty Agreement (the “Guaranty”) as follows:

1.                      GMD, CGC, CGE, NGW, and NGBVR are collectively referred to in this Guaranty as the “NGC Guarantors.”

2.                      The terms “Obligation” and “Obligations” are used interchangeably throughout this Guaranty in their broadest and most comprehensive sense and shall include, but are not limited to, payment of all amounts payable by NGC to Rogers and performance of all covenants to be performed by NGC in connection with that certain Amended and Restated Promissory Note (the “July 2009 Note) and that certain July 2009 Amended and Restated Security Agreement (the “July 2009 ARSA”) both executed by NGC in favor of Rogers and both dated July 7, 2009 (collectively referred to as the “July 2009 Loan Documents”), and any and all subsequent modifications, amendments, extensions, renewals, accommodations, or substitutions of the July 2009 Loan Documents.  The July 2009 Loan Documents are incorporated by reference in this Guaranty for all purposes as if fully set forth at length, and any and all definitions and provisions of the July 2009 Loan Documents shall apply to this Guaranty, including but not limited to the definition of the terms “Obligation” and “Obligations.”

3.                      The NGC Guarantors all, jointly and severally, irrevocably and unconditionally guarantee and warrant to Rogers, as long as this Guaranty is in effect, the full and faithful payment by NGC of each and every Obligation.  The terms and conditions of each and every instrument evidencing the Obligations are incorporated in this Guaranty by reference and shall be binding upon the NGC Guarantors, jointly and severally, to the same extent as they are binding on NGC.  The NGC Guarantors all, jointly and severally, irrevocably and unconditionally promise and guarantee to pay to Rogers the entire principal amount borrowed under the July 2009 Loan Documents and all accrued, unpaid interest and other sums due under the July 2009 Loan Documents, including but not limited to attorney’s fees, expenses, and court costs incurred by Rogers in collection efforts under the July 2009 Loan Documents and this Guaranty, without notice or demand, immediately upon any acceleration of the July 2009 Note, regardless of whether Rogers will have a right of recovery under the July 2009 Loan Documents against NGC following any acceleration.  This Guaranty shall remain in full force and effect until all the Obligations have been fully paid and satisfied.

4.                      The Obligations may be amended, modified, or waived, further agreements may be entered into, and further credit may be granted from time to time at the request of NGC and without further authorization from or notice to any of the NGC Guarantors, all of which are expressly waived by the NGC Guarantors.  None of these actions shall terminate, release, reduce, diminish, or in any way affect any of the obligations of any of the NGC Guarantors under this Guaranty or give any of the NGC Guarantors any recourse or defense against Rogers.  Rogers need not inquire into the power of NGC or the authority of its officers, partners, members, or agents acting or purporting to act on its behalf.  Any amendments granted to NGC shall be deemed to have been granted also at the request of the NGC Guarantors and in consideration of and in reliance upon this Guaranty.

5.                      Rogers may alter, compromise, accelerate, extend, or change the time or manner for the payment of any Obligation guaranteed by this Guaranty; accept any additional indebtedness from NGC; add interest to the Credit Facility and increase or reduce the rate of interest; release NGC by a deed or other transfer or assignment in lieu of foreclosure; or otherwise as to all or any portion of the Obligations guaranteed waive any default by NGC; fail to assert any rights against NGC; grant to NGC any other indulgence or concession with respect to all or any part of any of the Obligations; release, substitute, or add any one or more guarantors or endorsers; accept additional or substituted security; or release or subordinate any security; and may generally deal with NGC, any guarantor, endorser, or any other person, any indebtedness of NGC to Rogers, or any security for the indebtedness, as Rogers sees fit.  None of these actions and no change, impairment, or suspension of any right or remedy of Rogers shall terminate, release, reduce, diminish, or in any way affect any of the obligations of any of the NGC Guarantors under this Guaranty or give any of them or any other guarantor any recourse or defense against Rogers.

6.                      This is a Guaranty of payment and performance under the July 2009 Loan Documents and this Guaranty and not of collection, and the NGC Guarantors, and all other guarantors, if any, waive and agree not to assert or take advantage of: